11
September 2024
This announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310 (as amended). Upon the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Epwin Group
Plc
("Epwin" or the
"Group")
Half year results for the six
months to 30 June 2024
Underlying operating profit
in line with a strong 2023 comparative; confident of achieving full
year expectations
Epwin Group Plc (AIM: EPWN) ("Epwin" or the
"Group"), the leading manufacturer of energy efficient and low
maintenance building products, with significant market shares,
supplying the Repair, Maintenance and Improvement ("RMI"), new
build and social housing sectors, announces its unaudited half year
results for the six months to 30 June 2024 ("H1 2024").
Financial
highlights
£m
|
H1 2024
|
H1
2023
|
Revenue
|
158.0
|
180.0
|
Underlying operating profit
1
|
12.0
|
11.9
|
Underlying operating
margin
|
7.6%
|
6.6%
|
Adjusted profit before tax
1
|
8.8
|
8.7
|
Profit before tax
|
8.0
|
7.9
|
Adjusted EPS 1
|
4.76p
|
4.82p
|
Basic EPS
|
4.20p
|
4.27p
|
Interim dividend per share
|
2.10p
|
2.00p
|
Pre-tax operating cash
flow
|
15.8
|
19.1
|
Covenant net
debt2
|
19.5
|
16.1
|
Covenant net debt to adjusted
EBITDA2
|
0.6x
|
0.6x
|
Underlying operating cash conversion
3
|
131.7%
|
160.5%
|
(1) Stated before amortisation of acquired other intangible
assets, share-based payments and other non-underlying
items.
(2) Covenant net debt and covenant net debt to adjusted EBITDA
represent pre-IFRS 16 measures.
(3) Underlying operating cash conversion is pre-tax operating
cash flow as a percentage of underlying operating
profit.
Financial headlines
·
Trading remains resilient despite challenging
environment:
o Continued
improvement in underlying operating margin to 7.6% (HY23:
6.6%)
o Revenues behind
a strong H1 2023 comparative, as a result of lower PVC input prices
reducing previously levied surcharges and subdued demand in the
Group's core markets
o Responsible
management of balance between volume and margin to deliver
underlying operating profit slightly ahead of a strong prior year
comparative
o Group remains
highly cash generative, with pre-tax operating cash inflow of £15.8
million (HY23: £19.1 million) and underlying operating cash
conversion of over 130%
·
Robust financial position:
o Covenant net
debt of £19.5 million remained at 0.6x adjusted EBITDA; the
increase from year end being due to working capital seasonality, in
addition to £3.3 million being deployed on the share buyback
programme and payment of £4.0 million final dividend
o Robust balance
sheet, with in excess of £55 million headroom on banking facilities
to support strategic objectives
o Banking
facilities recently extended to August 2027
·
Shareholder returns boosted:
o £7.3 million
returned to shareholders during the period
o Extended share
buyback programme announced in April 2024 close to
completion
o Intention to
extend share buyback programme for a further 5 million
shares
o Interim
dividend of 2.10 pence per share declared, an increase of 5% on H1
2023
Operational and strategic headlines
·
Continued delivery of our strategy:
o Operational
improvement:
§ Sharp focus on
operational and manufacturing efficiency driving margin
improvement
§ Roll-out of
consolidated IT system across distribution network completed,
commercial and operational benefits starting to be
realised
o Value enhancing
acquisitions:
§ Bolt-on acquisition
expanding trade counter network in Scotland
§ Acquired a further
GRP moulding business for £1.3 million early in H2
§ Healthy pipeline of
potential acquisitions
o
Sustainability:
§ Continued focus on
energy usage, production efficiency and increased processing of
recycled materials
§ Further investment in
reporting capabilities and development of sustainability framework
and targets
Current trading and outlook - 2024 results anticipated to be
in line with consensus* expectations
· Q3
trading to date has followed a similar trend to the first half of
the year
·
Well-positioned when markets recover, on the back of an
improving economic outlook, although demand is expected to remain
subdued through H2 2024
·
Continuing focus on managing the balance between volume and
margin, maintaining customer service levels and driving further
operational efficiencies
·
Board remains confident of delivering 2024 results in line
with market consensus* expectations
·
Medium and long-term drivers for the Group's markets remain
positive:
o Shortage of new
and affordable homes, new government committing to increasing the
number of homes built
o Poorly
maintained, underinvested and ageing housing stock
o Increasing
concern about the quality of social housing
o Net zero
driving need to decarbonise
the UK housing stock and improve
the energy efficiency of homes
Jon
Bednall, Chief Executive Officer, said:
"Trading in the first half was consistent with
the Board's expectations, with underlying profit in line with a
strong 2023 comparative, despite challenging markets. We remain
confident of achieving our full year expectations, with a further
year of profit progression and business development.
We retain a positive view of our future
prospects and believe a market recovery is now more likely during
2025. Looking further ahead, the medium and long‐term drivers for
the Group's products continue to be positive, whilst our strong
balance sheet will enable us to continue to invest for growth both
organically and by selective acquisitions."
*Based upon Company collated average analyst consensus for
FY24 underlying operating profit which the Board believes to be
£25.8 million (within a range of underlying operating profit
expectations of £25.6 million to £26.1
million)
Contact information
Epwin Group Plc
Jon Bednall, Chief
Executive
Chris Empson, Group Finance
Director
|
078 3462
3818
|
Shore Capital (Nominated Advisor and Joint
Broker)
Corporate Advisory
Daniel Bush / Harry
Davies-Ball
Corporate Broking
Fiona Conroy
Zeus Capital Limited (Joint Broker)
Dominic King / Nick
Searle
|
0207 408 4090
0203 829
5000
|
MHP
Reg Hoare / Matthew Taylor / Finn
Taylor
|
078 3462
3818
epwin@mhpgroup.com
|
Forthcoming
dates:
Ex-dividend
date
19 September 2024
Dividend record
date
20 September 2024
Dividend payment
date
8 October 2024
About Epwin
Epwin is the leading
manufacturer of energy efficient and low maintenance building
products, with significant market shares, supplying the
Repair, Maintenance and Improvement ("RMI"), new
build and social housing sectors.
The Company is incorporated, domiciled and
operates principally in the United Kingdom.
Information for investors can be accessed at
www.epwin.co.uk/investors
Group business
review
Trading and results
The Group is pleased to report another
resilient performance against a market backdrop that continued to
be challenging. Demand remained subdued in the new build and RMI
markets during the first half of the year, driven by ongoing
macroeconomic challenges, with the picture complicated by poor
weather and uncertainty regarding the timing and outcome of the
general election. Against this difficult backdrop, the Board is
pleased to note that the Group adapted well and traded in line with
its expectations.
Revenue of £158.0 million was 12% below a
strong comparative of £180.0 million, as a result of lower PVC
input prices reducing previously levied surcharges and demand
remaining subdued in new build and RMI markets, as widely reported
across the sector. Underlying revenues, excluding surcharges, were
8% lower than H1 2023 but only 2% behind H2 2023.
Competitive pricing pressures have been a
factor in some parts of the business, particularly our distribution
network, and the Group continues to take a disciplined approach to
pricing to protect both profit margins and market share.
Underlying operating profit of £12.0 million
was slightly ahead of the comparative period (HY23: £11.9 million),
but represents a significant enhancement in underlying operating
margin, which improved by 100 basis points on HY23, to 7.6%, and a
further increase on the FY23 operating margin, as a result of
easing raw material price inflation and a sharp focus on
operational efficiencies.
The Group has continued to see inflationary
pressures easing, with some moderation of key input costs,
including electricity and PVC resin prices. However, wage inflation
continues to be a factor, particularly following increases in the
National Living Wage. As a result, the Group continues to implement
pricing actions where and when necessary.
Key financials
|
6 months
ended
30 June
2024
(unaudited)
£m
|
6 months
ended
30 June
2023
(unaudited)
£m
|
Revenue
|
158.0
|
180.0
|
|
|
|
Underlying operating profit
|
12.0
|
11.9
|
Amortisation of acquired other
intangible assets
|
(0.5)
|
(0.5)
|
Share-based payments
expense
|
(0.3)
|
(0.3)
|
Operating profit
|
11.2
|
11.1
|
|
|
|
Underlying operating margin
|
7.6%
|
6.6%
|
Operating margin
|
7.1%
|
6.2%
|
Segmental
results
|
6 months
ended
|
6 months
ended
|
30 June
2024
(unaudited)
|
30 June
2023
(unaudited)
|
£m
|
£m
|
Revenue
|
|
|
Extrusion and moulding
|
96.2
|
113.4
|
Fabrication and
distribution
|
61.8
|
66.6
|
Total
|
158.0
|
180.0
|
|
|
|
Underlying
segmental operating profit
|
|
|
Extrusion and moulding
|
10.9
|
10.6
|
Fabrication and
distribution
|
2.9
|
3.1
|
Underlying
segmental operating profit
|
13.8
|
13.7
|
Corporate costs
|
(1.8)
|
(1.8)
|
Underlying
operating profit
|
12.0
|
11.9
|
Amortisation of acquired other
intangible assets
|
(0.5)
|
(0.5)
|
Share-based payments
expense
|
(0.3)
|
(0.3)
|
Operating
profit
|
11.2
|
11.1
|
Extrusion and moulding
·
Revenues reduced by 15% compared to the comparative period,
primarily due to the impact of lower PVC input prices reducing
previously levied surcharges and reduced volumes due to lower
levels of demand in the new build and private housing RMI
sectors
·
Steps taken by the business, during 2023 and continuing in
2024, on pricing and operational efficiency, as well
as the impact of lower surcharges, have resulted in a significant
improvement in underlying operating margin to 11.3% (HY23:
9.3%)
Fabrication and
distribution
·
Revenues decreased by 6% compared to the comparative period,
predominantly driven by reduced volumes in our distribution
network, offset by our social housing facing fabricators, who saw
an improvement in demand
·
Increased competition for limited demand continues to drive
pressure on margins in the distribution network. The Group's
approach continues to be focussed on balancing volume and
profitability through responsible pricing, with operating margins
in line with H1 2023 despite the challenging trading
conditions
Strategic progress
The Group's focus continues to be on product
and material development, operational efficiency, identifying
and completing value‐enhancing
acquisitions and building on the Group's inherent sustainability
credentials.
Operational
efficiency and leverage
Against a challenging market backdrop and as
sector-wide volumes softened compared to the prior period, the
Group maintained a sharp focus on operational efficiency and cost
reduction initiatives. Industry-leading manufacturing performance
and continually improving working practices contributed to enhanced
operating profit margins.
Across our key manufacturing locations,
materials efficiency and scrap rates continue to be closely
monitored alongside quality indicators. We strive for operational
excellence and continue to see improvement across all metrics from
already strong starting points, driven by a focus on the
fundamentals, promoting a culture of continuous improvement and the
engagement of our employees.
During the first half the Group was able to
maintain our high standards of customer service, while optimising
inventory levels, to ensure we meet customer needs through
competitive lead times, with a low level of back orders across our
product range.
The roll-out of the consolidated IT
system across our distribution network, which commenced in 2023,
completed as anticipated during the first half of the year. The
single system is delivering the expected benefits of improved
information flow, enabling more streamlined reporting and
simplified monitoring of KPIs, whilst providing enhanced
information at a branch level to support sales.
Value-enhancing
acquisitions
Completion of selective, value enhancing
acquisitions remains a core part of the Group's strategy and there
continues to be a healthy pipeline of further potential
acquisitions that the Group may seek to progress.
During the period, and to the date of this
report, the Group spent £1.9 million on selective bolt-on
acquisitions expanding both its trade counter network and its
glass-reinforced plastic ("GRP") moulding businesses.
Sustainability
The Group continues to view sustainability as
being fundamental to our corporate strategy. As a manufacturer of
sustainable building products, we see the Group having a
significant opportunity in the UK's journey to net zero and as part
of efforts to address the shortage of affordable and energy
efficient homes, in addition to under investment in the existing
housing stock.
As a manufacturing Group, we have a relentless
focus on the efficiency of our operations and during the period we
have continued to take strides on energy efficiency and the
elimination of waste in our manufacturing processes as well as
improving vehicle loading and utilisation across our HGV fleet.
This is important as both an environmentally-responsible and
financially-responsible business, as operational efficiencies have
contributed to the further improvement in operating
margins.
In addition to increased
processing of recycled materials, which remains a core part
of our sustainability strategy, a key focus during the period has
been further investment in our sustainability-related
reporting capabilities. Governance structures continue to develop,
as we work towards formalising meaningful KPIs and targets to
support the UK's net zero strategy, and the Group's Sustainability
Forum, established in 2023 and chaired by an Executive Director, is
meeting quarterly and will begin reporting to the Board.
Cash
flow
|
6 months
ended
30 June
2024
(unaudited)
|
6 months
ended
30 June
2023
(unaudited)
£m
|
|
£m
|
Pre-tax operating cash flow
|
15.8
|
19.1
|
|
|
|
Tax paid
|
(0.6)
|
(0.6)
|
Acquisitions
|
(0.6)
|
-
|
Payment of deferred and contingent
consideration
|
-
|
(1.7)
|
Net capital expenditure
|
(4.3)
|
(3.5)
|
Interest on borrowings
|
(1.4)
|
(1.5)
|
Net repayment of
borrowings
|
-
|
(5.0)
|
Lease payments
|
(7.0)
|
(6.7)
|
Dividends
|
(4.0)
|
(3.7)
|
Net impact of share issue and
buyback
|
(3.3)
|
-
|
|
|
|
Decrease in cash and cash equivalents
|
(5.4)
|
(3.6)
|
Opening cash and cash
equivalents
|
12.5
|
15.1
|
Closing cash and cash
equivalents
|
7.1
|
11.5
|
Borrowings
|
(24.7)
|
(24.8)
|
Lease assets
|
5.0
|
5.5
|
Lease liabilities
|
(89.3)
|
(93.3)
|
Net debt including IFRS 16
|
(101.9)
|
(101.1)
|
Covenant net debt
|
(19.5)
|
(16.1)
|
Operating
cash
flows
The Group remains highly cash generative,
achieving a pre-tax operating cash flow of £15.8 million (HY23:
£19.1 million), representing an underlying operating cash
conversion of 132%. The first half of 2024 saw an expected increase
in working capital due to seasonality.
Investing cash
flows
Capital expenditure of £4.3 million (HY23: £3.5
million) represents an increase compared to H1 2023, as the Group
continues to invest in line with its strategic objectives. Capital
expenditure continues to be focussed on driving operational
efficiency alongside tooling to expand the Group's material
re-processing capabilities and ability to incorporate recycled
material into our core products.
In addition, the Group spent £0.6 million on a
bolt-on acquisition which expands its trade counter network in
Scotland.
Financing
cash
flows
The interest cost of £1.4 million (HY23: £1.5
million) was broadly in line with the prior year, as interest rates
remain high, offset by a focus on cash management resulting in
reduced average levels of RCF drawdown compared to the prior
period.
Covenant net debt has increased to £19.5
million from £14.4 million as at 31 December 2023, primarily due to
the expected increase in working capital during the first half of
the year, the payment of the final dividend in respect of 2023 of
£4.0 million and a £3.3 million net outflow relating to the
purchase of own shares under the share buyback
programme.
At 30 June 2024, the Group had in excess of £55
million headroom on its existing banking facilities which comprise
a £65 million Sustainability Linked Loan revolving credit facility
through to August 2026 and a £10 million overdraft facility. Since
30 June, the Group extended the revolving credit facility to August
2027 on the same terms.
Shareholder returns
The Board recognises the importance of dividends
to shareholders and, taking into account the outlook for the Group
and our strong financial position, has declared an interim dividend
of 2.10 pence per share (HY23: 2.00 pence), representing an
increase on the prior period of 5%. The dividend will be paid on 8
October 2024 to shareholders on the register on 20 September 2024,
and is in line with the Board's policy.
The initial share buyback programme, announced
in November 2023, completed in April 2024 having repurchased 3
million shares. This was extended by 3 million shares and, to the
date of this report, a further 2.9 million shares have been
repurchased and cancelled under the programme, at a cost of £2.6
million. Additionally, the Group repurchased 0.7 million shares, at
a cost of £0.6 million, following the vesting and exercise of
options under the Group SAYE scheme in January 2024.
The extended programme is close to completion
and the Group intends to continue the share buyback programme for a
further 5 million shares. This buyback programme recognises the
fact that our strong cash generation and balance sheet provide the
opportunity to take advantage of market conditions to repurchase
shares at attractive levels and return additional funds to
shareholders.
Outlook
The Group's trading performance during H1 2024
has demonstrated our continued resilience and ability to deliver on
profit expectations despite the challenging trading
environment.
Despite a continued shortage of new homes, and
following 20-30% reductions in completions in 2023, most
housebuilders are expecting the number of completions to fall again
in 2024. However, the moderation of interest and mortgage rates
will improve the affordability of homes for potential buyers, with
housebuilders beginning to report increased enquiries and
reservation rates going into H2 2024 and anticipating growth in
2025 and beyond.
The improving economic outlook should also
drive a recovery in the private housing RMI market as both
potential homebuyers and existing homeowners benefit from sustained
real wage growth, normalising inflation levels and interest rate
cuts, with the Construction Products Association ("CPA")
forecasting a return to growth for the RMI market in
2025.
Social housing RMI is increasingly considered
to be a priority and there is a growing focus on decarbonisation of
the public housing stock and the need for urgent improvements to
the general condition of social housing. The CPA is forecasting
modest growth of 2% for 2024 and 2025, which is currently being
borne out in our social facing businesses who are seeing improved
demand and fewer deferments of contract start dates, which have
impacted the business in recent years.
The medium to long-term drivers for the Group's
core markets remain positive. The UK continues to face a shortage
of new and affordable housing and we are encouraged that the new
government has reinforced commitments to housebuilding targets and
easing planning constraints. Meanwhile, the UK's existing housing
stock is ageing and underinvested, with increasing concerns about
building safety and performance, and the Group's sustainable
building products have a clear role to play in the upgrading and
decarbonisation necessary to improve living standards and meet net
zero commitments.
We anticipate that the trading environment will
remain challenging during the second half of 2024. However, the
Group's broad product range, diverse customer base, well-invested
operations, flexible cost base, longstanding supplier relationships
and strong balance sheet provide a large measure of resilience. We
continue to focus on responsibly balancing volume and margin,
meeting the needs of our customers, disciplined cost management and
operational efficiency alongside our core strategic objectives. As
a result, the Board remains confident of the Group delivering
underlying operating profit for the full year in line with
expectations, as well as for its medium and long-term
prospects.
Condensed consolidated income statement
|
|
|
|
|
for the six months ended 30 June
2024
|
|
|
|
|
|
|
|
|
|
|
|
6 months
ended
30
June 2024
|
6 months
ended
30
June 2023
|
Year ended
31 December 2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Note
|
£m
|
£m
|
£m
|
Group
revenue
|
2
|
158.0
|
180.0
|
345.4
|
Cost of sales
|
|
(102.4)
|
(125.1)
|
(231.4)
|
Gross
profit
|
|
55.6
|
54.9
|
114.0
|
Distribution expenses
|
|
(20.0)
|
(21.2)
|
(42.0)
|
Administrative expenses
|
|
(24.4)
|
(22.6)
|
(51.3)
|
|
|
|
|
|
Underlying
operating profit
|
|
12.0
|
11.9
|
25.5
|
Amortisation of acquired other intangible
assets
|
3
|
(0.5)
|
(0.5)
|
(1.0)
|
Share-based payments expense
|
3
|
(0.3)
|
(0.3)
|
(0.7)
|
Other non-underlying items
|
3
|
-
|
-
|
(3.1)
|
|
|
|
|
|
Operating
profit
|
|
11.2
|
11.1
|
20.7
|
Finance costs
|
|
(3.2)
|
(3.2)
|
(7.5)
|
Profit before
tax
|
|
8.0
|
7.9
|
13.2
|
Taxation
|
5
|
(2.0)
|
(1.7)
|
(3.9)
|
Profit for the
period
|
|
6.0
|
6.2
|
9.3
|
|
|
|
|
|
|
|
Pence
|
Pence
|
Pence
|
Basic earnings per share
|
6
|
4.20
|
4.27
|
6.41
|
Diluted earnings per share
|
6
|
4.13
|
4.20
|
6.31
|
Condensed consolidated balance sheet
as at 30 June 2024
|
|
|
|
|
|
|
30 June 2024
|
30 June 2023
|
31
December 2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Note
|
£m
|
£m
|
£m
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Goodwill
|
4
|
89.6
|
93.2
|
89.0
|
Other intangible assets
|
|
5.5
|
5.8
|
5.9
|
Property, plant and equipment
|
|
36.2
|
34.2
|
35.4
|
Right of use assets
|
|
65.9
|
70.6
|
68.8
|
Lease assets
|
8
|
4.5
|
5.0
|
4.7
|
Deferred tax asset
|
|
-
|
0.8
|
-
|
|
|
201.7
|
209.6
|
203.8
|
Current
assets
|
|
|
|
|
Inventories
|
|
38.4
|
38.5
|
37.4
|
Trade and other receivables
|
|
46.9
|
48.9
|
35.8
|
Lease assets
|
8
|
0.5
|
0.5
|
0.5
|
Income tax receivable
|
|
-
|
-
|
0.7
|
Cash and cash equivalents (excluding bank
overdrafts)
|
8
|
7.1
|
13.0
|
13.1
|
|
|
92.9
|
100.9
|
87.5
|
Total
assets
|
|
294.6
|
310.5
|
291.3
|
Liabilities
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Bank overdrafts
|
8
|
-
|
1.5
|
0.6
|
Lease liabilities
|
8
|
10.9
|
10.5
|
10.7
|
Trade and other payables
|
|
65.8
|
75.2
|
59.4
|
Deferred consideration
|
|
0.1
|
0.2
|
0.1
|
Income tax payable
|
|
0.7
|
0.6
|
-
|
Provisions
|
|
1.2
|
1.2
|
1.1
|
|
|
78.7
|
89.2
|
71.9
|
Non-current
liabilities
|
|
|
|
|
Other interest-bearing loans and
borrowings
|
8
|
24.7
|
24.8
|
24.6
|
Lease liabilities
|
8
|
78.4
|
82.8
|
81.8
|
Deferred and contingent
consideration
|
|
7.3
|
7.6
|
7.2
|
Provisions
|
|
2.3
|
2.2
|
2.5
|
Deferred tax liability
|
|
1.2
|
-
|
1.2
|
|
|
113.9
|
117.4
|
117.3
|
Total
liabilities
|
|
192.6
|
206.6
|
189.2
|
|
|
|
|
|
Net
assets
|
|
102.0
|
103.9
|
102.1
|
|
|
|
|
|
Equity
|
|
|
|
|
Ordinary share capital
|
|
0.1
|
0.1
|
0.1
|
Share premium
|
|
14.2
|
13.0
|
13.0
|
Merger reserve
|
|
25.5
|
25.5
|
25.5
|
Retained earnings
|
|
62.2
|
65.3
|
63.5
|
Total
equity
|
|
102.0
|
103.9
|
102.1
|
Condensed consolidated statement of changes in
equity
for the six months
ended 30 June 2024 (unaudited)
|
Share
capital
£m
|
Share
premium
£m
|
Merger
reserve
£m
|
Retained
earnings
£m
|
Total
£m
|
Balance as at 1 January 2024
|
0.1
|
13.0
|
25.5
|
63.5
|
102.1
|
Comprehensive income
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
6.0
|
6.0
|
Total comprehensive income
|
-
|
-
|
-
|
6.0
|
6.0
|
|
|
|
|
|
|
Transactions with owners recorded directly in
equity
|
|
|
|
|
|
Exercise of share options
|
-
|
1.2
|
-
|
(0.4)
|
0.8
|
Purchase of own shares (see note
9)
|
-
|
-
|
-
|
(3.2)
|
(3.2)
|
Share-based payments expense
assets
|
-
|
-
|
-
|
0.3
|
0.3
|
Dividends (see note 7)
|
-
|
-
|
-
|
(4.0)
|
(4.0)
|
Total transactions with owners
|
-
|
1.2
|
-
|
(7.3)
|
(6.1)
|
|
|
|
|
|
|
Balance as at 30 June 2024
|
0.1
|
14.2
|
25.5
|
62.2
|
102.0
|
for the six months ended 30 June 2023
(unaudited)
|
Share
capital
£m
|
Share
premium
£m
|
Merger
reserve
£m
|
Retained
earnings
£m
|
Total
£m
|
Balance as at 1 January 2023
|
0.1
|
13.0
|
25.5
|
62.5
|
101.1
|
Comprehensive income
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
6.2
|
6.2
|
Total comprehensive income
|
-
|
-
|
-
|
6.2
|
6.2
|
|
|
|
|
|
|
Transactions with owners recorded directly in
equity
|
|
|
|
|
|
Share-based payments expense
assets
|
-
|
-
|
-
|
0.3
|
0.3
|
Dividends (see note 7)
|
-
|
-
|
-
|
(3.7)
|
(3.7)
|
Total transactions with owners
|
-
|
-
|
-
|
(3.4)
|
(3.4)
|
|
|
|
|
|
|
Balance as at 30 June 2023
|
0.1
|
13.0
|
25.5
|
65.3
|
103.9
|
for the year ended 31 December 2023
(audited)
|
Share
capital
£m
|
Share
premium
£m
|
Merger
reserve
£m
|
Retained
earnings
£m
|
Total
£m
|
Balance as at 1 January 2023
|
0.1
|
13.0
|
25.5
|
62.5
|
101.1
|
Comprehensive income
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
9.3
|
9.3
|
Total comprehensive income
|
-
|
-
|
-
|
9.3
|
9.3
|
|
|
|
|
|
|
Transactions with owners recorded directly in
equity
|
|
|
|
|
|
Purchase of own shares (see note
9)
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
Share-based payments expense
assets
|
-
|
-
|
-
|
0.7
|
0.7
|
Dividends (see note 7)
|
-
|
-
|
-
|
(6.6)
|
(6.6)
|
Total transactions with owners
|
-
|
-
|
-
|
(8.3)
|
(8.3)
|
|
|
|
|
|
|
Balance as at 31 December 2023
|
0.1
|
13.0
|
25.5
|
63.5
|
102.1
|
|
Consolidated cash flow statement
|
|
|
|
|
for the six months ended 30 June
2024
|
|
|
|
|
|
|
6 months
ended
30 June
2024
|
6 months
ended
30 June
2023
|
Year
ended
31
December 2023
|
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
Note
|
£m
|
£m
|
£m
|
|
Cash flows
from operating activities
|
|
|
|
|
|
Profit for the period
|
|
6.0
|
6.2
|
9.3
|
|
Adjustments
for:
|
|
|
|
|
|
Depreciation, amortisation and
impairment
|
|
9.1
|
9.4
|
24.6
|
|
Profit on disposal of fixed assets
|
|
-
|
-
|
0.1
|
|
Contingent consideration adjustment
|
|
-
|
-
|
(1.1)
|
|
Net finance costs
|
|
3.2
|
3.2
|
7.5
|
|
Taxation
|
5
|
2.0
|
1.7
|
3.9
|
|
Share-based payments
|
|
0.3
|
0.3
|
0.7
|
|
|
|
20.6
|
20.8
|
45.0
|
|
(Increase)/Decrease in inventories
|
|
(0.9)
|
2.6
|
3.7
|
|
(Increase)/Decrease in trade and other
receivables
|
|
(11.1)
|
(8.4)
|
4.7
|
|
Increase/(Decrease) in trade and other
payables
|
|
7.3
|
4.6
|
(13.4)
|
|
Decrease in provisions
|
|
(0.1)
|
(0.5)
|
(0.3)
|
|
Pre-tax
operating cash flow
|
|
15.8
|
19.1
|
39.7
|
|
Tax paid
|
|
(0.6)
|
(0.6)
|
(2.1)
|
|
Net cash flow
from operating activities
|
|
15.2
|
18.5
|
37.6
|
|
|
|
|
|
|
|
Cash flows
from investing activities
|
|
|
|
|
|
Payment of contingent and deferred
consideration
|
|
-
|
(1.7)
|
(1.8)
|
|
Acquisition of subsidiary
|
|
(0.6)
|
-
|
-
|
|
Acquisition of fixed assets
|
|
(4.3)
|
(3.5)
|
(8.6)
|
|
Net cash flow
from investing activities
|
|
(4.9)
|
(5.2)
|
(10.4)
|
|
Cash flows
from financing activities
|
|
|
|
|
|
Interest on borrowings
|
|
(1.4)
|
(1.5)
|
(3.1)
|
|
Net repayment of borrowings
|
|
-
|
(5.0)
|
(5.5)
|
|
Interest on lease liabilities
|
|
(1.7)
|
(1.7)
|
(3.4)
|
|
Repayment of lease liabilities
|
|
(5.3)
|
(5.0)
|
(10.9)
|
|
Purchase of own shares
|
9
|
(4.3)
|
-
|
(0.3)
|
|
Issue of shares
|
|
1.0
|
-
|
-
|
|
Dividends paid
|
7
|
(4.0)
|
(3.7)
|
(6.6)
|
|
Net cash flow
from financing activities
|
|
(15.7)
|
(16.9)
|
(29.8)
|
|
|
|
|
|
|
|
Net decrease
in cash and cash equivalents
|
|
(5.4)
|
(3.6)
|
(2.6)
|
|
Cash and cash equivalents at the beginning of
the period
|
|
12.5
|
15.1
|
15.1
|
|
Cash and cash
equivalents at the end of the period
|
8
|
7.1
|
11.5
|
12.5
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Notes to the condensed consolidated financial
statements
for the six months ended 30 June
2024
1. Basis of preparation
These financial statements have been
prepared on the basis of the accounting policies expected to be
adopted for the year ended 31 December 2024. These are in
accordance with the accounting policies as set out in the Group's
consolidated financial statements for the year ended 31 December
2023.
The recognition and measurement requirements of
all UK-adopted International Accounting Standards as required to be
adopted by AIM listed companies have been
applied. AIM listed companies are not required to comply with IAS
34 'Interim Financial Reporting' and accordingly the Company has
taken advantage of this exemption.
The financial information in these financial
statements does not constitute statutory accounts for the six
months ended 30 June 2024 and should be
read in conjunction with the Group's consolidated financial
statements for the year ended 31 December 2023 which were
unqualified and did not contain statements under sections 498(2)
and (3) Companies Act 2006.
The condensed consolidated financial statements
for the six months to 30 June 2024 have not been audited or
reviewed by auditors pursuant to the Auditing Practices Board
guidance on Review of Interim Financial Information.
The condensed consolidated financial statements
were approved by the Board of Directors on 11 September
2024.
Going concern
These condensed financial statements have been
prepared on the going concern basis, as the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable
future.
As disclosed in the FY23 Annual Report and
Accounts, the Directors prepared cash flow forecasts for a period
of at least 12 months from the date of approval of those financial
statements which indicated that, taking account of reasonably
possible downsides and wider macroeconomic conditions on the
operations and its financial resources, the Group had sufficient
funds to meet its liabilities as they fell due. Actual revenues,
profits and cash flows during the 6 months to 30 June 2024 and
current financial projections indicate that the Group continues to
have sufficient funds to meet its liabilities as they fall due. As
such, the Directors believe that it remains appropriate for the
Group to continue to adopt the going concern basis in preparing
these condensed financial statements.
The Group's balance sheet remains robust and it
retains significant headroom on committed banking facilities
through to August 2027. The bank
facilities available to the Group comprise a £65 million Revolving
Credit Facility and a £10 million overdraft facility. At 30 June
2024 the Group had in excess of £55 million of headroom on its
banking facilities.
Based on the above, the Directors believe that
it remains appropriate for the Group to continue to adopt the going
concern basis in preparing these condensed financial
statements.
2. Segmental reporting
Segmental information is presented in respect
of the Group's reportable operating segments in line with IFRS 8
'Operating Segments', which requires segmental information to be
disclosed on the same basis as it is viewed internally by the Chief
Operating Decision Maker.
Reportable
segments
Operations
Extrusion and moulding
Extrusion and marketing
of PVC and aluminium window profile systems, PVC cellular roofline
and cladding, decking, rigid rainwater and drainage products as
well as Wood Plastic Composite ("WPC") and aluminium decking
products. Moulding of Glass Reinforced Plastic ("GRP") building
components. Re-processing of PVC waste.
Fabrication and
distribution
Fabrication, marketing and distribution of windows and doors,
cellular roofline, cladding, rainwater, drainage and decking
products.
|
6 months
ended
30
June
2024
|
6 months
ended
30
June
2023
|
Year
ended
31
December
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£m
|
£m
|
£m
|
Revenue from
external customers
|
|
|
|
Extrusion and moulding
|
96.2
|
113.4
|
210.3
|
Fabrication and distribution
|
61.8
|
66.6
|
135.1
|
Total
|
158.0
|
180.0
|
345.4
|
Segmental
operating profit
|
|
|
|
Extrusion and moulding
|
10.9
|
10.6
|
21.6
|
Fabrication and distribution
|
2.9
|
3.1
|
7.4
|
Segmental
operating profit before corporate and other
costs
|
13.8
|
13.7
|
29.0
|
Corporate costs
|
(1.8)
|
(1.8)
|
(3.5)
|
Underlying
operating profit
|
12.0
|
11.9
|
25.5
|
Amortisation of acquired other intangible
assets
|
(0.5)
|
(0.5)
|
(1.0)
|
Share-based payments expense
|
(0.3)
|
(0.3)
|
(0.7)
|
Other non-underlying items
|
-
|
-
|
(3.1)
|
Operating
profit
|
11.2
|
11.1
|
20.7
|
3. Underlying operating profit
Operating profit is stated after charging/(crediting)
the following non-underlying items:
|
6 months
ended
30 June
2024
(unaudited)
|
6 months
ended
30 June
2023
(unaudited)
|
Year ended
31 December 2023
(audited)
|
|
£m
|
£m
|
£m
|
Amortisation of acquired other intangible
assets
|
0.5
|
0.5
|
1.0
|
Share-based payments expense
|
0.3
|
0.3
|
0.7
|
Contingent consideration adjustment
|
-
|
-
|
(1.1)
|
Goodwill impairment
|
-
|
-
|
4.2
|
Non-underlying
expense
|
0.8
|
0.8
|
4.8
|
Amortisation of acquired other intangible
assets
£0.5 million (HY23: £0.5 million) amortisation
of brand and customer contract intangible assets acquired
through business combinations.
Share-based payments expense
The share-based payment expense of £0.3
million (HY23 £0.3 million) represents the IFRS 2: Share-based payments charge in
respect of the Long-Term Incentive Plan ("LTIP") established in May
2021 for senior management and the Group's Save As You Earn
("SAYE") scheme. During the period there was a further issue
of options under the LTIP.
4. Acquisition
During the period, the Group acquired the trade
and assets of a single plastics distribution branch in Glasgow for
total consideration of £0.6 million. The following table summarises
the consideration paid and the provisional fair values of the
assets and liabilities acquired at the acquisition date.
|
|
Provisional fair values on
acquisition
|
|
|
(unaudited)
|
|
|
£m
|
Recognised amounts of identifiable assets and
liabilities:
|
|
|
Right of use assets
|
|
0.1
|
Inventories
|
|
0.1
|
Trade and other payables
|
|
(0.1)
|
Lease liabilities
|
|
(0.1)
|
Fair value of
assets acquired
|
|
-
|
Goodwill
|
|
0.6
|
Consideration
|
|
0.6
|
5. Taxation
The tax charge for the six months to 30
June 2024 is based on the estimated tax rate for the
full year.
As at the 30 June 2024
balance sheet date, the corporation tax rate was
25%. The net deferred tax liability has been calculated based on
this rate.
6. Earnings per share (EPS)
|
6 months ended
30 June 2024
(unaudited)
|
6 months ended
30 June 2023
(unaudited)
|
Year ended
31 December 2023
(audited)
|
|
pence
|
pence
|
pence
|
EPS
|
|
|
|
Basic
|
4.20
|
4.27
|
6.41
|
Diluted
|
4.13
|
4.20
|
6.31
|
|
6 months ended
30 June 2024
(unaudited)
|
6 months ended
30 June 2023
(unaudited)
|
Year ended
31 December 2023
(audited)
|
|
No.
|
No.
|
No.
|
Number of shares
|
|
|
|
Weighted average number of shares used to
calculate earnings per share
|
|
|
|
-
Basic
|
143,005,626
|
145,313,382
|
145,142,133
|
-
Diluted
|
145,157,708
|
147,553,941
|
147,442,590
|
7. Dividends
|
6 months
ended
30 June
2024
(unaudited)
|
6 months
ended
30 June
2023
(unaudited)
|
Year
ended
31
December 2023
(audited)
|
|
£m
|
£m
|
£m
|
2022 final dividend of 2.55 pence per
share
|
-
|
3.7
|
3.7
|
2023 interim dividend of 2.00 pence per
share
|
-
|
-
|
2.9
|
2023 final dividend of 2.80 pence per
share
|
4.0
|
-
|
-
|
|
4.0
|
3.7
|
6.6
|
The Board has declared an interim dividend of
2.10 pence per share in respect of the financial year ended 31
December 2024.
8. Net debt
|
|
6 months ended
30 June 2024
|
6 months ended
30 June 2023
|
Year ended
31 December 2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
£m
|
£m
|
£m
|
Cash and cash equivalents (excluding bank
overdraft)
|
|
7.1
|
13.0
|
13.1
|
Bank overdraft
|
|
-
|
(1.5)
|
(0.6)
|
Secured bank loans
|
|
(24.7)
|
(24.8)
|
(24.6)
|
Lease assets
|
|
5.0
|
5.5
|
5.2
|
Lease liabilities
|
|
(89.3)
|
(93.3)
|
(92.5)
|
Net
debt
|
|
(101.9)
|
(101.1)
|
(99.4)
|
Add back: lease liabilities
|
|
89.3
|
93.3
|
92.5
|
Deduct: lease assets
|
|
(5.0)
|
(5.5)
|
(5.2)
|
Deduct: finance lease liabilities
|
|
(1.9)
|
(2.8)
|
(2.3)
|
Covenant net
debt
|
|
(19.5)
|
(16.1)
|
(14.4)
|
The banking facilities available to the Group
are a £65 million Sustainability Linked Loan facility and £10
million overdraft facility, secured on the assets of the Group. The
revolving Sustainability Linked credit facility had a term through
to August 2026 and, since 30 June, the Group extended these
facilities to August 2027.
9. Purchase of own shares
The table below presents a
reconciliation of purchase of own shares between the consolidated
statement of changes in equity and the consolidated cash flow
statement:
|
6 months
ended
30 June
2024
(unaudited)
£m
|
6 months
ended
30 June
2023
(unaudited)
£m
|
Year ended 31
December 2023
(audited)
£m
|
Included in the consolidated statement of changes in
equity
|
(3.2)
|
-
|
(2.4)
|
Payments in relation to prior year
financial liabilities
|
(2.1)
|
-
|
-
|
Outstanding amount recognised as
financial liabilities
|
1.0
|
-
|
2.1
|
Included in the consolidated cash flow
statement
|
(4.3)
|
-
|
(0.3)
|
On completion of the initial share buyback
programme of 3 million ordinary shares in April 2024, the Group
announced the commencement of a second share buyback programme for
the repurchase of up to a further 3 million ordinary shares for
cancellation. As at 30 June 2024, 1.9 million ordinary shares had
been repurchased and cancelled in relation to the second buyback
programme, at a total cost of £1.8 million. A liability of £1.0
million in respect of the remaining shares to be repurchased is
included in Trade and other payables.
10. Cautionary
statement
This document contains certain forward-looking
statements with respect of the financial condition, results,
operations and businesses of Epwin Group
Plc. Whilst these statements are made in good faith based on
information available at the time of approval, these statements and
forecasts inherently involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause the actual
result or developments to differ materially from those expressed or
implied by these forward-looking statements and forecasts. Nothing
in this document should be construed as a profit
forecast.
11. Copies of this half year
report
Further copies of this half year report are
available from the registered office: Epwin Group Plc, Friars Gate,
1011 Stratford Road, Solihull, B90 4BN or on the Company's
website
www.epwin.co.uk